PRECEDENTIAL

IN THE UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

_____________

No. 11-1773

_____________

JOHN IVAN SUTTER, M.D.

v.

OXFORD HEALTH PLANS LLC,

Appellant

_____________

On Appeal from the District Court

for the District of New Jersey

(No. 05-cv-2198)

District Judge: Honorable Garrett E. Brown

_____________

Argued November 17, 2011

Before: FUENTES, CHAGARES, Circuit Judges, and 

POGUE, Judge*

 

* Hon. Donald C. Pogue, Chief Judge, United States Court of 

International Trade, sitting by designation.
2

(Opinion Filed: April 3, 2012)

Marc De Leeuw, Esq.

Sullivan & Cromwell

125 Broad Street

New York, NY 10004

P. Christine Deruelle, Esq. [ARGUED]

Edward Soto, Esq.

Weil, Gotshal & Manges

1395 Brickell Avenue

Suite 1200

Miami, FL 33131

Adam N. Saravay, Esq.

McCarter & English

100 Mulberry Street

Four Gateway Center, 14th Floor

Newark, NJ 07102

Counsel for Appellants

Eric D. Katz, Esq. [ARGUED]

Mazie, Slater, Katz & Freeman

103 Eisenhower Parkway

Roseland, NJ 07068

Counsel for Appellee
3

OPINION OF THE COURT

FUENTES, Circuit Judge:

Oxford Health Plans, LLC, and Dr. Ivan Sutter are 

parties to a Primary Care Physician Agreement, drafted by 

Oxford, which contains a broad arbitration clause. Neither 

the arbitration clause nor any other provision of the

agreement makes express reference to class arbitration. 

Nevertheless, when a dispute arose regarding Oxford‟s 

alleged failure to make prompt and accurate reimbursement 

payments to participating physicians, an arbitrator construed 

the broad text of the clause to authorize class arbitration. 

Oxford contends that the Supreme Court‟s decision in StoltNielsen S.A. v. AnimalFeeds International Corp., 130 S. Ct. 

1758 (2010), requires vacatur of the award authorizing class 

arbitration. We disagree, and we will affirm the Order of the 

District Court denying Oxford‟s motion to vacate the award.

I

By their 1998 Primary Care Physician Agreement (the 

“Agreement”), the parties agreed that Sutter would provide 

primary care health services to members of Oxford‟s 

managed care network in exchange for compensation at 

predetermined reimbursement rates. They also agreed to 

arbitrate their disputes under the Agreement by a clause that 

states:

No civil action concerning any dispute arising 

under this Agreement shall be instituted before 
4

any court, and all such disputes shall be 

submitted to final and binding arbitration in 

New Jersey, pursuant to the Rules of the 

American Arbitration Association with one 

arbitrator.

(App. 55).

A dispute arose in April 2002, when Sutter accused 

Oxford of engaging in a practice of improperly denying, 

underpaying, and delaying reimbursement of physicians‟ 

claims for the provision of medical services. Sutter filed a 

complaint on behalf of himself and a class of health care 

providers against Oxford and other health insurers in New 

Jersey Superior Court, alleging breach of contract and other 

violations of New Jersey law. Oxford moved to compel 

arbitration of Sutter‟s claims against it under the Agreement. 

Sutter opposed the motion, arguing that referral of the class 

claims to individual arbitration would violate New Jersey 

public policy. He urged the Superior Court either to refuse to 

enforce the clause or to certify the class before sending the 

claims to arbitration. In October 2002, the Superior Court 

granted Oxford‟s motion to compel arbitration and ordered 

that all procedural issues, including those of class 

certification, be resolved by the arbitrator.

The parties commenced arbitration before William 

L.D. Barrett and submitted to him the question of whether the 

arbitration clause in their Agreement allows for class 

arbitration. By memorandum and order dated September 23, 

2003, he determined that it does. Framing the question as one 

of contract construction, the arbitrator turned first to the text 

of the arbitration clause. He described the clause as “much 
5

broader even than the usual broad arbitration clause;” it was 

“unique in [his] experience and seem[ed] to be drafted to be 

as broad as can be.” (App. 47). The arbitrator thus 

determined that the clause‟s first phrase, “No civil action 

concerning any dispute arising under this Agreement shall be 

instituted before any court,” embraces all conceivable court

actions, including class actions. Because the clause‟s second 

phrase sends “all such disputes” to arbitration, he reasoned 

that class disputes must also be arbitrated. Thus, the 

arbitrator concluded that the clause expressed the parties‟ 

intent to authorize class arbitration “on its face.” (App. 48). 

He observed that an express carve-out for class arbitration 

would be required to negate this reading of the clause. He 

mused, however, that it would be bizarre for the parties to

have intended to make class action impossible in any forum. 

Since he found the clause unambiguous, the arbitrator did not 

reach Sutter‟s argument that any ambiguity in the clause 

should be construed against its drafter, Oxford. The arbitrator 

subsequently incorporated this clause construction into his 

Partial Final Class Determination Award, dated March 24, 

2005.

In April 2005, Oxford filed a motion to vacate the 

award in the District Court, arguing that the arbitrator had 

exceeded his powers and manifestly disregarded the law by 

ordering class arbitration. The District Court denied Oxford‟s 

motion in October 2005, and a panel of this Court affirmed in 

February 2007. Sutter v. Oxford Health Plans, LLC, No. 05-

CV-2198, 2005 U.S. Dist. LEXIS 25792 (D.N.J. Oct. 31, 

2005), aff’d 227 F. App‟x 135 (3d Cir. 2007). The arbitration 

thereafter proceeded on a classwide basis.
6

This action represents Oxford‟s second foray into 

federal court to vacate the award authorizing class arbitration 

as in excess of the arbitrator‟s powers. Since Oxford‟s first 

unsuccessful attempt at vacatur, the Supreme Court decided 

Stolt-Nielsen S.A. v. AnimalFeeds International Corp., 130 

S. Ct. 1758 (2010), in which it held that an arbitral panel had 

exceeded its authority by allowing class arbitration when the 

parties had reached no agreement on the issue. See id. at 

1775. Oxford contends that Stolt-Nielsen controls this case 

and compels the conclusion that the arbitrator‟s construction 

of the clause was in excess of his powers. Oxford first moved 

the arbitrator for reconsideration of his clause construction 

award, but the arbitrator distinguished Stolt-Nielsen and

reaffirmed his construction of the parties‟ clause. Oxford 

then moved the District Court to vacate the arbitrator‟s most 

recent award or, in the alternative, to reconsider its own 2005 

decision denying vacatur. The District Court denied Oxford‟s 

motion and granted Sutter‟s cross-motion to confirm the 

award. Sutter v. Oxford Health Plans, LLC, Nos. 05-CV2198, 10-CV-4903, 2011 U.S. Dist. LEXIS 17123 (D.N.J. 

Feb. 22, 2011). Oxford appeals.

II

The District Court exercised diversity jurisdiction over 

this matter pursuant to 28 U.S.C. § 1332. We have 

jurisdiction over Oxford‟s appeal under the Federal 

Arbitration Act, 9 U.S.C. § 16(a)(1)(D) (“An appeal may be 

taken from . . . an order . . . confirming or denying 

confirmation of an award or partial award.”).1

 

1 Anomalously, the Federal Arbitration Act creates a body of 

federal substantive law without creating any independent 
7

On appeal from a district court‟s ruling on a motion to 

confirm or vacate an arbitration award, we review its legal 

conclusions de novo and its factual findings for clear error. 

First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 947-

48 (1995), aff’g 19 F.3d 1503, 1509 (3d Cir. 1994); China 

Minmetals Materials Imp. & Exp. Co. v. Chi Mei Corp., 334 

F.3d 274, 278-79 (3d Cir. 2003).

A more deferential standard of review applies to the 

arbitration award itself. We do not entertain claims that an 

arbitrator has made factual or legal errors. Rather, mindful of 

the strong federal policy in favor of commercial arbitration,

we begin with the presumption that the award is enforceable. 

See Moses H. Cone Memorial Hosp. v. Mercury Const. Corp., 

460 U.S. 1, 24-25 (1983). An award may be vacated only 

upon one of the four narrow grounds enumerated in the 

Federal Arbitration Act:

(1) where the award was procured by 

corruption, fraud, or undue means;

(2) where there was evident partiality or 

corruption in the arbitrators, or either of them;

 

federal-question jurisdiction. Moses H. Cone Memorial 

Hosp. v. Mercury Const. Corp., 460 U.S. 1, 25 n.32 (1983). 

It does, however, confer appellate jurisdiction, including over 

interlocutory judicial orders. See 9 U.S.C. § 16(a). In a court

of competent jurisdiction, assuming ripeness, interlocutory 

arbitral awards on the availability of class arbitration are 

reviewable under the Act. See Stolt-Nielsen, 130 S. Ct. at 

1766-67 & n.2.
8

(3) where the arbitrators were guilty of 

misconduct in refusing to postpone the hearing, 

upon sufficient cause shown, or in refusing to 

hear evidence pertinent and material to the 

controversy; or of any other misbehavior by 

which the rights of any party have been 

prejudiced; or

(4) where the arbitrators exceeded their powers, 

or so imperfectly executed them that a mutual, 

final, and definite award upon the subject matter 

submitted was not made.

9 U.S.C. § 10(a). These grounds are exclusive and may not 

be supplemented by contract. Hall St. Assocs., L.L.C. v. 

Mattel, Inc., 552 U.S. 576, 584 (2008), overruling Roadway 

Package Sys., Inc. v. Kayser, 257 F.3d 287, 288 (3d Cir. 

2001). In sum, when parties agree to resolve their disputes 

before an arbitrator without involving the courts, the courts 

will enforce the bargains implicit in such agreements by 

enforcing arbitration awards absent a reason to doubt the 

authority or integrity of the arbitral forum. See id. at 586 

(characterizing the exclusive statutory bases for vacatur as 

“egregious departures from the parties‟ agreed-upon 

arbitration”).

The basis for vacatur asserted in this case, § 10(a)(4) 

of the Federal Arbitration Act, permits district courts to 

vacate awards when arbitrators exceed their powers. 

“Arbitration under the Act is a matter of consent, not 

coercion, and parties are generally free to structure their 

arbitration agreements as they see fit.” Volt Info. Scis., Inc. v. 
9

Bd. of Trustees of Leland Stanford Junior Univ., 489 U.S. 

468, 479 (1989). By contractually restricting the issues they 

will arbitrate, the individuals with whom they will arbitrate,

and the arbitration procedures that will govern, parties to an 

arbitration agreement may place limits upon the arbitrator‟s

powers that are enforceable by the courts. See Puleo v. Chase 

Bank USA, N.A., 605 F.3d 172, 181 (3d Cir. 2010) (en banc). 

An arbitrator oversteps these limits, and subjects his award to 

judicial vacatur under § 10(a)(4), when he decides an issue 

not submitted to him, grants relief in a form that cannot be 

rationally derived from the parties‟ agreement and 

submissions, or issues an award that is so completely 

irrational that it lacks support altogether. Ario v. 

Underwriting Members of Syndicate 53 at Lloyds for the 1998 

Year of Account, 618 F.3d 277, 295-96 (3d Cir. 2010) (citing 

Mut. Fire, Marine & Inland Ins. Co. v. Norad Reins. Co., 868 

F.2d 52, 56 (3d Cir. 1989)). In other words, the task of an 

arbitrator is to interpret and enforce a contract. When he 

makes a good faith attempt to do so, even serious errors of 

law or fact will not subject his award to vacatur. See 

Brentwood Med. Assocs. v. United Mine Workers of Am., 396 

F.3d 237, 243 (3d Cir. 2005) (upholding an arbitration award 

despite the arbitrator‟s inexplicable reliance on language not 

found in the relevant agreement). But when the arbitrator 

“strays from interpretation and application of the agreement 

and effectively „dispenses his own brand of industrial 

justice,‟” he exceeds his powers and his award will be 

unenforceable. Stolt-Nielsen, 130 S. Ct. at 1767 (quoting 

Major League Baseball Players Ass’n. v. Garvey, 532 U.S. 

504, 509 (2001) (per curiam) (quoting Steelworkers v. 

Enterprise Wheel & Car Corp., 363 U.S. 593, 597 (1960))).2

 

2

Like the Supreme Court, this Court will refer to the federal 
10

An arbitrator may exceed his powers by ordering class 

arbitration without authorization. In Stolt-Nielsen, the 

Supreme Court held that arbitrators may not infer parties‟ 

consent to class arbitration procedures solely from the fact of 

their agreement to arbitrate. 130 S. Ct. at 1775. Therefore, 

an arbitrator lacks the power to order class arbitration unless 

there is a contractual basis for concluding that the parties 

agreed to that procedure. Id.

III

Stolt-Nielsen arose out of a Department of Justice 

investigation which revealed that Stolt-Nielsen and other

shipping companies were engaged in an illegal price fixing 

conspiracy. Id. at 1765. AnimalFeeds and other customers of 

the shipping companies brought class action antitrust 

lawsuits, which were consolidated by the Judicial Panel on 

Multidistrict Litigation. Id. AnimalFeeds‟ suit was 

subsequently referred to arbitration on the basis of an 

arbitration clause in the “Vegoilvoy” charter party, a standard 

 

common law developed under Textile Workers Union of Am. 

v. Lincoln Mills of Ala., 353 U.S. 448, 456-57 (1957), for 

judicial review of labor arbitration awards under the Labor 

Management Relations Act, 29 U.S.C. § 185, to elaborate the 

meaning of the Federal Arbitration Act‟s statutory grounds 

for vacatur. See Swift Indus., Inc. v. Botany Indus., Inc., 466 

F.2d 1125, 1130 & n.11 (3d Cir. 1972); cf. Hall St., 552 U.S. 

at 585 (suggesting without deciding that the judicially created 

manifest disregard of law ground for vacatur may be properly 

considered only as a judicial gloss on the statutory grounds); 

Stolt-Nielsen, 130 S. Ct. at 1768 n.3 (same).
11

form shipping contract that AnimalFeeds had selected. Id. at 

1764-65. When AnimalFeeds then sought to proceed in 

arbitration on a classwide basis, the parties agreed to submit 

the issue of class arbitration to a panel of three arbitrators. Id.

at 1765. After hearing argument and testimony, the 

arbitrators concluded that class arbitration was permitted. Id.

at 1766.

Before the arbitrators, the parties stipulated that the

arbitration clause in the Vegoilvoy charter party was “silent” 

with respect to class arbitration, in the sense that they had not 

reached any agreement on that issue. Id. at 1766. “Counsel 

for AnimalFeeds explained to the arbitration panel that the 

term „silent‟ did not simply mean that the clause made no 

express reference to class arbitration. Rather, he said, „all 

parties agree that when a contract is silent on an issue there‟s 

been no agreement that has been reached on that issue.‟” Id. 

Thus, the arbitration clause was silent but “not ambiguous so 

as to call for parol evidence” because “the parties were in 

complete agreement regarding their intent.” Id. at 1770 

(internal quotation marks omitted). The arbitrators were 

bound to conclude that the parties intended neither to 

authorize nor to preclude class arbitration. See id.

The parties‟ stipulation left the arbitrators unable to 

apply traditional principles of contract interpretation. It 

obviously “left no room for an inquiry regarding the parties‟ 

intent, and any inquiry into that settled question would have 

been outside the panel‟s assigned task.” Id. Nor could the

panel construe the text of the arbitration clause because, in

light of the parties‟ stipulation, “the particular wording of the 

charter party was quite beside the point.” Id. 
12

“Because the parties agreed their agreement was 

„silent‟ in the sense that they had not reached any agreement 

on the issue of class arbitration, the arbitrators‟ proper task 

was to identify the rule of law that governs in that situation.” 

Id. at 1768 (identifying the Federal Arbitration Act, federal 

maritime law, and New York law as possible sources of a 

governing rule). Instead, the panel based its decision that 

class arbitration was permitted on the parties‟ failure to 

contractually preclude the procedure and on other arbitral 

decisions construing other clauses to allow class arbitration. 

Id. In so doing, the Supreme Court held, the arbitrators 

impermissibly assumed the power of a common law court to 

fashion a rule of decision. Id. at 1769. By doing so, rather 

than interpreting the contract under the governing law, the 

arbitrators exceeded their powers within the meaning of 

§ 10(a)(4) of the Federal Arbitration Act. Id. at 1770.

The Supreme Court held that “a party may not be 

compelled under the FAA to submit to class arbitration unless 

there is a contractual basis for concluding that the party 

agreed to do so.” Id. at 1775 (emphasis in original). The 

Court therefore faulted the arbitrators for imposing class 

arbitration in the absence of any agreement on the issue and 

on the basis that the parties had not intended to preclude class 

arbitration. Id. Although parties may implicitly authorize 

arbitrators to adopt necessary procedures, the Court held that

“[a]n implicit agreement to authorize class-action 

arbitration . . . is not a term that the arbitrator may infer solely 

from the fact of the parties‟ agreement to arbitrate.” Id. 

“[T]he differences between bilateral and class-action 

arbitration are too great for arbitrators to presume . . . that the 

parties‟ mere silence on the issue of class-action arbitration 

constitutes consent to resolve their disputes in class 
13

proceedings.” Id. at 1776; see also AT&T Mobility LLC v. 

Concepcion, 131 S. Ct. 1740, 1752 (2011) (further 

articulating the “fundamental” differences between bilateral 

arbitration and class arbitration).3

Stolt-Nielsen did not establish a bright line rule that 

class arbitration is allowed only under an arbitration 

agreement that incants “class arbitration” or otherwise 

expressly provides for aggregate procedures. Stolt-Nielsen, 

130 S. Ct. at 1776 n.10; Jock v . Sterling Jewelers Inc., 646 

F.3d 113, 124 (2d Cir. 2011) (holding that an arbitrator did 

not exceed her powers by ruling that class arbitration was 

allowed under an agreement lacking an express class 

provision). The Court underscored this point, writing, “We 

have no occasion to decide what contractual basis may 

 

3

In AT&T Mobility LLC v. Concepcion, the Supreme Court 

held that the Federal Arbitration Act preempts a California 

common law rule invalidating class waivers in arbitration 

clauses as unconscionable. See 131 S. Ct. 1740, 1753 (2011). 

The Court found its decision in Stolt-Nielsen to be 

“instructive.” Id. at 1750. Because class arbitration 

necessarily sacrifices the informality, speed, and cost savings 

of arbitration and increases the stakes without increasing the 

level of judicial scrutiny available under the Federal 

Arbitration Act, the Court found “it hard to believe that 

defendants would bet the company with no effective means of 

review, and even harder to believe that Congress would have 

intended to allow state courts to force such a decision.” Id. at 

1752. Recognizing that parties could agree to class 

arbitration if they so chose, the Court held that this procedure 

may not be required by state law. Id. at 1752-53.
14

support a finding that the parties agreed to authorize classaction arbitration. Here, as noted, the parties stipulated that 

there was „no agreement‟ on the issue of class-action 

arbitration.” 130 S. Ct. at 1776 n.10; see also id. at 1783 

(Ginsburg, J., dissenting) (“[T]he Court does not insist on 

express consent to class arbitration.”).

Instead, Stolt-Nielsen established a default rule under 

the Federal Arbitration Act: “[A] party may not be compelled 

under the FAA to submit to class arbitration unless there is a 

contractual basis for concluding that the party agreed to do 

so.” Id. at 1775 (emphasis in original). Absent a contractual 

basis for finding that the parties agreed to class arbitration, an 

arbitration award ordering that procedure exceeds the

arbitrator‟s powers and will be subject to vacatur under 

§ 10(a)(4).4

IV

Oxford argues that the clause construction award at 

issue in this case should be vacated because the arbitrator 

 

4

Thus, the District Court misstated the law when it wrote that 

the arbitrator must decide whether the arbitration clause 

“forbids” class arbitration. See Sutter v. Oxford Health Plans, 

LLC, 2011 U.S Dist. LEXIS 17123, at *12 (quoting Vilches v. 

The Travelers Cos., 413 F. App‟x 487, 492 (3d Cir. 2011)). It 

is evident from the District Court‟s discussion, however, that 

it properly understood that Stolt-Nielsen allows class 

arbitration only where the parties intend to authorize it, as the 

arbitrator found they did in this case. In any event, upon de 

novo review under the appropriate standard, we conclude that 

the arbitration award stands.
15

exceeded his powers under Stolt-Nielsen. According to 

Oxford, “the arbitrator found that the arbitration clause 

between Sutter and Oxford is silent on the issue of class 

arbitration, but he went on to conclude that the clause permits 

class arbitration in light of its breadth and the absence of a 

class arbitration exclusion.” (Appellant‟s Br. at 14). Oxford 

charges that the arbitrator imposed his own default rule, in 

derogation of Stolt-Nielsen and New Jersey law, based on his 

own conceptions of public policy.

As an initial matter, we reject Oxford‟s attempt to cast 

this case in the mold of Stolt-Nielsen. The arbitration clause 

in its Agreement does not refer to class arbitration. Yet it is 

not “silent” in the way that the Vegoilvoy charter party was 

“silent” in Stolt-Nielsen, and Oxford equivocates when it 

suggests otherwise.5 No stipulation between Oxford and 

 

5 Oxford seems to suggest that an arbitration provision is 

“silent” whenever the words “class arbitration” are not 

written into the text of the arbitration clause. This rule finds 

no support in Stolt-Nielsen. It would effectively impose on 

all contracting parties an obligation to use the words “class 

arbitration” to signal their intention to authorize class 

arbitration. But Stolt-Nielsen did not purport to restrict the 

freedom of contracting parties in this way. Rather, it 

repeatedly emphasized that the fundamental duty of the 

arbitrator and the courts to effectuate parties‟ intentions. 

Stolt-Nielsen, 130 S. Ct. at 1773-74. Oxford‟s approach 

would cabin the freedom of contracting parties, safeguarded 

by the Federal Arbitration Act, to structure their arbitration 

provisions as they see fit. See id. at 1774 (“Underscoring the 

consensual nature of private dispute resolution, we have held 

that parties are generally free to structure their arbitration 
16

Sutter is conclusive of the parties‟ intent and, indeed, the 

parties dispute whether or not they intended to authorize class 

arbitration. Therefore, the arbitrator in this case was not 

constrained to conclude that the parties did not intend to 

authorize class arbitration or, on the other hand, to identify a 

contrary default rule of New Jersey law. Cf. Stolt-Nielsen, 

130 S. Ct. at 1769-70. His decision to order class arbitration

is within his authority so long as it stands on a contractual 

basis. See id. at 1775.

As Oxford concedes, the arbitrator did articulate a 

contractual basis for his decision to order class arbitration. 

Appropriately, the arbitrator made first resort to the text of the 

arbitration clause:

No civil action concerning any dispute arising 

under this Agreement shall be instituted before 

any court, and all such disputes shall be 

submitted to final and binding arbitration in 

New Jersey, pursuant to the Rules of the 

American Arbitration Association with one 

arbitrator.

(App. 55). He reasoned that the clause‟s first phrase, “No 

civil action concerning any dispute arising under this 

Agreement shall be instituted before any court,” is broad 

enough to include class actions. Thus, its second phrase, “and 

all such disputes shall be submitted to final and binding 

arbitration in New Jersey, pursuant to the Rules of the 

American Arbitration Association with one arbitrator,” sends 

 

agreements as they see fit.”) (internal quotation marks and 

citation omitted).
17

all conceivable civil actions—including class actions—to 

arbitration. In other words, the phrase “no civil action . . . 

shall be instituted in any court” meant that a class action may 

not be instituted in a court of law. “All such disputes” must 

go to arbitration.

Oxford attacks the contractual basis for the arbitrator‟s 

decision by asserting that the arbitrator‟s purported 

examination of the parties‟ intent was pretext for the 

imposition of his policy preferences. See Stolt-Nielsen, 130 

S. Ct. at 1769-70 (concluding that the arbitral panel had 

impermissibly imposed its preferred policy notwithstanding 

its references to the parties‟ intent, where the parties 

stipulated that they had formed no intent). According to 

Oxford, if the arbitrator were actually desirous of determining 

the parties‟ intent, he would have sought it not in the text of 

their agreement to arbitrate but instead in their briefing before 

the New Jersey Superior Court. In that forum, Sutter opposed 

enforcement of the arbitration agreement on the ground that it 

would send the dispute to individual arbitration, which, he 

argued, would be contrary to New Jersey public policy. 

Oxford argues that Sutter‟s submissions to the Superior 

Court, together with Oxford‟s own representations that its 

Agreement did not contemplate arbitration on a classwide 

basis, were tantamount to a stipulation that the parties did not 

intend to authorize class arbitration. Cf. id. at 1766.

Oxford‟s argument lacks force because Sutter‟s 

litigation position in the Superior Court is not conclusive, or 

even particularly probative, of the meaning of a clause drafted 

solely by Oxford. Cf. id. at 1775 (relying on the stipulation of 

the sophisticated business entity that had selected the charter 

party). We observe, further, that Sutter‟s litigation position 
18

was not uniform: Sutter alternatively urged the Superior 

Court to certify the class before sending the claims to 

arbitration, and he argued before the arbitrator that the clause 

could be construed to affirmatively authorize class arbitration. 

Without a conclusive statement of the parties‟ intent or clear 

evidence of arbitral overreaching, we must conclude that the

arbitrator performed his duty appropriately and endeavored to 

give effect to the parties‟ intent. In this light, Oxford‟s 

allegations of pretext are simply dressed-up arguments that 

the arbitrator interpreted its agreement erroneously.

The remainder of Oxford‟s arguments are similarly

uncognizable claims of factual and legal error. In particular, 

Oxford argues that the arbitrator improperly inferred the 

parties‟ intent to authorize class arbitration from the breadth 

of the parties‟ arbitration agreement and from its failure to 

preclude class arbitration. In his clause construction award, 

the arbitrator remarked that the parties‟ arbitration clause was 

unique in its breadth. Construing the broad text and structure 

of the clause, he concluded that the parties affirmatively 

intended to authorize arbitration on a classwide basis. Then, 

given his construction of the clause, the arbitrator noted that 

an express exception for class arbitration would be required to 

carve out and prohibit class arbitration. Oxford submits that 

the arbitrator thereby relied on two grounds that Stolt-Nielsen

had expressly proscribed.

The arbitrator unquestionably relied on the breadth of 

the arbitration agreement, but Stolt-Nielsen does not proscribe 

such reliance. Rather, it acknowledges the relevance of an 

arbitration agreement‟s breadth to the determination of 

whether it authorizes class arbitration. In Stolt-Nielsen, the 

Supreme Court concluded that the arbitration panel “imposed 
19

its own conception of sound policy” in derogation of its duty 

to interpret the arbitration agreement and apply the law. 130 

S. Ct. at 1769. The Court acknowledged indications that were 

arguably contrary to its conclusion: The panel had referred to 

the parties‟ intent and had commented on the breadth of the 

arbitration agreement. Id. at 1770. But the Court nonetheless

held that these references and comments could not overcome 

the parties‟ stipulation that they had reached no agreement on 

the issue of class arbitration. In light of the parties‟ 

stipulation, “the panel had no occasion to ascertain the 

parties‟ intention” and “the particular wording of the charter 

party was quite beside the point.” Id. (internal quotation 

marks omitted). The lesson from this discussion is that 

where, as here, the parties‟ intent with respect to class 

arbitration is in question, the breadth of their arbitration 

agreement is relevant to the resolution of that question.

Stolt-Nielsen does prohibit an arbitrator from inferring 

parties‟ consent to class arbitration solely from their failure to 

preclude that procedure, but the arbitrator did not draw the 

proscribed inference in this case. Rather, the arbitrator 

construed the text of the arbitration agreement to authorize 

and require class arbitration. Then he observed that an 

express carve-out for class arbitration would have made it 

unavailable even under the clause‟s otherwise broad 

language. As the arbitrator later articulated when he revisited 

his construction of the clause in light of Stolt-Nielsen, the lack 

of an express exclusion was merely corroborative of his 

primary holding that the parties‟ clause authorized class 

arbitration; it was not the basis of that holding. Thus, the 

arbitrator did not impermissibly infer the parties‟ intent to 

authorize class arbitration from their failure to preclude it.
20

We are satisfied that the arbitrator endeavored to 

interpret the parties‟ agreement within the bounds of the law, 

and we cannot say that his interpretation was totally 

irrational. Nothing more is required under § 10(a)(4) of the 

Federal Arbitration Act.

V

Because the arbitrator did not exceed his powers by 

construing the parties‟ arbitration agreement to authorize 

class arbitration, we will affirm the Order of the District 

Court.